I spent close to two decades inside the machinery that makes deals like this happen - starting as an engineer working on securities clearing and settlement systems, then moving to middle-office trade matching platforms, and eventually in Prime Brokerage and Origination where I've spent the last decade as a VP in engineering and product. My current work sits inside the Origination & Advisory division - O&A, in the shorthand - which is exactly the part of an investment bank that lives and breathes mandates, client relationships, and the kind of deal pipeline that a SpaceX IPO represents at its most extreme.

So when the SpaceX prospectus dropped and I started seeing people ask "wait, what does Goldman actually do here?" and "why are there 23 banks on this thing?" - I felt the itch to write it up properly. Not in the way financial press covers it, which assumes you already know the vocabulary.

Just: here's how it actually works. From someone who has spent years building the software that runs these processes - the CRM systems that track client relationships, the mandate pipelines that log which bank is pitching which deal, the analytics that tell a coverage banker which client to call next.

My world now is at the crossover between capital markets and technology - building AI-powered tools that help bankers originate and win deals, which means I think about both sides of this story constantly. That crossover is exactly what this newsletter is about.

This piece is the first proper deep-dive. It's long. It covers everything from what a bookrunner actually does to why Goldman beat Morgan Stanley for the top spot to how $500 million gets split 23 ways. Grab a coffee.

How 23 banks split $500 million, why the lowest-fee deal on record was the most coveted mandate in a decade, and what "lead left" actually means on the largest IPO ever.

In any IPO, a company cannot simply list shares on an exchange - it needs investment banks to structure the deal, price it, market it to investors, and distribute the shares. The bank (or banks) who manage this process are called bookrunners, because they literally "run the book" - they maintain the order book of investor bids during the book-building period.

 The bookrunner's core responsibilities :

•       Advise on valuation and optimal pricing range

•   Draft and review the S-1/prospectus with lawyers

•       Manage SEC review and respond to comment letters

•       Build the equity story and marketing materials (analyst research, management presentations)

•       Run the roadshow - presenting the company to institutional investors globally

•       Maintain the order book - recording all investor bids by price and quantity (book building)

•       Price the deal - determine the final offer price based on demand

•       Allocate shares - decide which investors receive how much stock

•       Stabilize the stock post-listing - can buy shares in the open market to support price

For a $75 billion raise, no single bank can distribute all shares alone. Multiple banks form an underwriting syndicate with a clear pecking order. The hierarchy is literal: left to right on the prospectus cover page equals most to least senior.

The most powerful role in any IPO syndicate. The name derives from a literal typographic convention: the bank listed farthest to the left on the cover page of the prospectus. For SpaceX, this is Goldman Sachs.

 What the Lead Left actually does:

•       Process control. Owns the entire IPO process from kick-off to first-day trading

•       Coordination. Runs the working group calls and master timeline

•       Regulatory. Leads SEC review and signs off on all prospectus language

•       Pricing call. Presents the final order book recommendation to SpaceX management on pricing night

•       Allocation authority. Has the largest single voice in deciding who gets shares and how much

•       Stabilization. Manages the greenshoe / over-allotment option post-listing

•       Compensation. Earns the largest fee share and the strongest league-table credit

Below the Lead Left sit the Joint Bookrunners: Morgan Stanley, Bank of America, Citigroup, and JPMorgan Chase. Each of these banks:

•       Makes a full underwriting commitment - they legally agree to buy unsold shares if the deal fails to clear

•       Maintains its own sub-order book and aggregates bids from its institutional clients

•       Participates in the roadshow - sending their bankers alongside SpaceX management

•       Receives meaningful league-table credit, helping them win future mandates

•       Earns roughly 15-20% of the gross spread each

 Morgan Stanley holds a special secondary status - it was widely expected to be Lead Left before Goldman won the mandate. Morgan Stanley has advised Musk for over 15 years, led the Twitter/X financing, and placed its own banker (Anthony Armstrong) as CFO of Musk's xAI venture.

The remaining 16-18 banks (Deutsche Bank, Wells Fargo, Barclays, UBS, RBC, Mizuho, Santander, ING, Macquarie, BTG Pactual, Needham, Raymond James, Stifel, William Blair, Allen & Co, Societe Generale) fill out the syndicate in smaller roles.

 What they actually do:

•       Distribute shares to their own client bases - retail, regional institutional, wealth management, or specific geographies (e.g., BTG Pactual covers Latin America; ING covers Netherlands/Europe)

•       Have no input on pricing or allocation decisions

•       Receive tombstone credit - SpaceX appears on their "deal tombstone" marketing materials

•       Earn modest fees - typically under $10 million each for a deal this size

If banks earn below-market fees, why did 23 institutions fight for a role? Several reasons:

 League Table Credit

Bloomberg, Refinitiv, and Dealogic publish annual rankings of banks by IPO volume managed. Lead-left credit on a $75B deal vaults a bank to the top of these tables. A high ranking is a self-reinforcing advantage: companies shopping for a bookrunner look at league tables as a proxy for experience, which helps top-ranked banks win the next mandate. Goldman's Lead Left credit here cements its #1 position globally for years.

 Downstream Revenue

Being a bookrunner creates multiple follow-on revenue streams that dwarf the underwriting fee:

•       Trading commissions - institutional investors who got allocations will route trades through the allocating bank for months/years afterward

•       Wealth management - high-net-worth clients who received IPO shares may transfer broader portfolios to the bank

•       Follow-on offerings - SpaceX will likely issue more equity as a public company; the original bookrunners have a massive advantage in winning those mandates

•       Debt capital markets - SpaceX may issue bonds; bookrunners are the natural lead candidates

•       M&A advisory - a company of SpaceX's scale will do acquisitions; banking relationships built in the IPO carry forward

 Relationship with Elon Musk / SpaceX Ecosystem

Musk controls multiple major companies (Tesla, xAI, X, The Boring Company, Neuralink). A bank with a strong SpaceX IPO relationship positions itself for future mandates across the entire ecosystem.

Banks don't simply request a bookrunner role - they are selected through a competitive process called a bake-off (also called a beauty contest 😀 ).

 How it works:

•       The company (SpaceX) invites a shortlist of banks to pitch for the lead roles

•       Each bank presents its: valuation analysis, proposed equity story, comparable company analysis, roadshow strategy, and list of investors it can access

•       Banks also compete on the fee they are willing to accept

•       SpaceX evaluates which banks offer the best combination of distribution reach, valuation credibility, investor relationships, and fee structure

•       The Lead Left is chosen first - this is the most contested slot. Goldman won it. The remaining joint bookrunner slots are filled based on complementary strengths and relationship history

The cover page of the S-1/prospectus is not just a legal document - it is a precisely arranged status signal. Every detail carries meaning:

•       Left-to-right ordering reflects seniority. Goldman Sachs is listed first (leftmost). Morgan Stanley second. The order is negotiated and significant.

•       The S-1 cover page for SpaceX listed 23 bookrunners and co-managers total

The pattern is clear: as deal size grows, fee percentage compresses while the number of banks in the syndicate expands. SpaceX pushed both levers harder than any prior deal.

A common question is whether bookrunning falls under M&A or another division. The short answer: bookrunning lives in ECM (Equity Capital Markets), which is a distinct business line from M&A - though both sit under the broader Investment Banking Division (IBD).

The distinction matters because the two businesses have fundamentally different risk profiles, skill sets, and revenue models:

Some banks - particularly European and universal banks - organize IBD under an "Origination & Advisory" (O&A) umbrella rather than keeping ECM, DCM, and M&A as fully separate P&Ls. Under this model:

•       O&A is the parent division covering all client-facing investment banking activity

•       ECM (bookrunning), DCM (bond issuance), and M&A Advisory all sit within O&A as sub-businesses

•       The logic is that origination (bringing in deals) and advisory (structuring them) are inseparable - a bank wins an IPO mandate partly through its M&A relationship and vice versa

A quick note before you go - everything in this piece is based on my own experience working in and around capital markets technology, publicly available reporting, and SEC filings. I've done my best to be accurate, but I'm an engineer and product leader writing about a world I know well, not a licensed financial advisor or attorney. Numbers, fee splits, and bank rankings are sourced where possible and estimated where not. If something looks off, I'd genuinely love to hear from you. This is meant to educate and spark curiosity - nothing here should be taken as financial, legal, or investment advice.